Amendment to Award Agreement
Exhibit
10.6
Amendment
to Award Agreement
This Amendment is dated as of June 26,
2009 and amends the Award Agreement dated August 3, 2007 between ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ and Embarq Corporation (“Embarq”). In connection with the
proposed merger between Embarq, CenturyTel, Inc., a Louisiana Corporation
(“CenturyTel”) and Cajun Acquisition Company, a Delaware Corporation and wholly
owned subsidiary of CenturyTel (the “Merger”), Embarq, CenturyTel and you agree
that your Award Agreement is hereby amended as follows:
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1.
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The
Settlement Date shall be modified to be April 30,
2010.
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2.
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For
purposes of the Section 2 of the Award Agreement: (a) ▇▇. ▇▇▇▇▇▇▇▇ will
not be deemed to have had a Separation from Service from the Board of
Directors of the Company upon completion of the Merger provided that
following the Merger, he serves on the Board of Directors of CenturyTel;
and (b) the completion of the Merger shall not be considered a “Change in
Control” that accelerates settlement of the RSU
Award. Following the completion of the Merger, provisions of
Section 2 relating to Separation from Service shall refer to Separation
from Service from the Board of Directors of
CenturyTel.
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IN
WITNESS WHEREOF, the parties hereby agree to the terms of this
Amendment.
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EMBARQ
CORPORATION
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By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title:
General Counsel & Corporate
Secretary
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Accepted
and Agreed to:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇